This is from Homer on yahoo board

This is from Homer on yahoo board:

That's only the registration of the shares for the Exchangeable Notes that XM did at the closing of the merger. This is not a new offering.

When they closed the merger, XM and Sirius did a couple refinancing items of XM's puttable debt -- one of them was the horrible $550 million placement of Exchangeable (convertible debt) -- which they also loaned shares to the buyers for hedging against. As part of the offering, Sirius has to register the shares for sale, in case the holder elects to convert the Notes to shares, then sell the shares on the market.

This filing is just paperwork cleanup from the closing of the merger financing -- no big deal. Will have zero impact on the stock.

That's only the registration of the shares for the Exchangeable Notes that XM did at the closing of the merger. This is not a new offering.

When they closed the merger, XM and Sirius did a couple refinancing items of XM's puttable debt -- one of them was the horrible $550 million placement of Exchangeable (convertible debt) -- which they also loaned shares to the buyers for hedging against. As part of the offering, Sirius has to register the shares for sale, in case the holder elects to convert the Notes to shares, then sell the shares on the market.

This filing is just paperwork cleanup from the closing of the merger financing -- no big deal. Will have zero impact on the stock.

Yup - this convertible bond has an exchange price of $1.87 - so it would be dilutive if/when we hit that price. But who wouldn't be happy with that at this point!?

It's not more... it's the same $550 mil convertible bond that was issued in July.
I believe it matures in 2014. This is not new... it's simply the registration of the shares that WOULD be issued IF the debt converts to equity.. and for that to happen, the stock price would need to be above $1.87.

Sorry, this filing caught my eye on Yahoo before I saw it here... yes, the above post was from me there. Here's more...

That's only the registration of the shares for the Exchangeable Notes that XM did at the closing of the merger. This is not a new offering.

When they closed the merger, XM and Sirius did a couple refinancing items of XM's puttable debt -- one of them was the horrible $550 million placement of Exchangeable (convertible debt) -- which they also loaned shares to the buyers for hedging against. As part of the offering, Sirius has to register the shares for sale, in case the holder elects to convert the Notes to shares, then sell the shares on the market.

This filing is just paperwork cleanup from the closing of the merger financing -- no big deal. Will have zero impact on the stock.

And yes, I can say it will have zero impact -- because the conversion price of the Notes to shares (for this registration) is 533.3333 shares per $1,000 Note... that obviously comes to a conversion price of $1.87 per share.

I think most anyone would take the price of $1.87 right now...

As long as the stock is below $1.87, these shares don't stand to see the light of day, ever.

>>>So as long as we stay under 1.87 we won't get diluted again? ever???

Well, I didn't really mean to imply that... I was just stating a fact, that whenever convertible debt is below the conversion price -- the holder will not allow the debt to be converted to shares, as that would force them to take a loss on the conversion, if they decided to sell -- but rather force the debtor to repay in cash.

That was all I was implying.

This is the situation that both Sirius and XM are in now -- the Sirius Feb09 Notes have a conversion of $4.41/share, which is well above the current price. So the holders will force the repayment in cash; XM's Dec09 convertible Notes have a conversion price of $10.87 (in Sirius shares) -- they too will force cash payment.

Obviously if the price is above those conversion prices, then they would take the conversion and profit from the sale of shares.